Fraser v The Irish Restaurant & Bar Company P/L

[2008] QCA 270

Queensland Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Performance
3. › Condition precedent
4. › Whether party who has received substantial benefit of contract can rely on non-fulfilment of condition precedent to avoid paying balance of purchase price
1. Contract
2. › Discharge, breach and defences to action for breach
3. › Repudiation
4. › Unaccepted repudiation
5. › Whether unaccepted repudiation excuses promisee from performing condition precedent
6. › Whether tender of invoice excused by respondent's conduct indicating futility
1. Contract
2. › Construction
3. › Deed of release
4. › Scope of general release
5. › Whether general words of release extend to claims not within contemplation of parties
6. › Whether share purchase contract connected with employment or its termination
1. Appeal
2. › Practice and procedure
3. › Leave to appeal
4. › District Court of Queensland
5. › Whether substantial injustice if leave not granted
6. › Whether error of law requiring correction
7. › District Court Act 1967 (Qld), s 118

Quick Take

Where a party to a contract has received the benefit of the other party's performance (here, transfer of shares) and has indicated by its conduct that it will not pay the balance, the other party is excused from performing a condition precedent to payment (here, tendering a third-party invoice) and may sue for the balance. A deed of compromise releasing claims 'arising out of or in any way connected with' employment does not extend to a separate share purchase contract between the same parties, even where the opportunity to acquire the shares arose from the employment relationship.